Sales terms and conditions

Article 1 – General provisions

The purpose of these general terms and conditions of sale is to set forth the terms and conditions pursuant to which Lunginnov, SAS, a simplified joint stock company with capital of     € 244 500, which has its registered office at 1 rue du Professeur Calmette, 59000 Lille (France), registered in the Lille Registry of Trade and Companies under number 519 311 054, and under the VAT number FR72519311054 (hereinafter referred to as the « Vendor »), sells  to professional buyers (hereinafter referred to as the Customer (s)), its reactive Products and other products (hereinafter referred to as the Products) as offered on the www.lunginnov.com site.

The Customer commits to take cognizance of these general terms and conditions prior to any placement of orders. Therefore, the placement of an order by a Customer on the www.lunginnov.com is deemed to be the latter’s full and unconditional acceptance of these terms and conditions as they exist on the date of the order.

The Vendor and the Customer also agree that the sale of the Vendor’s Products is governed exclusively by these general terms and conditions to the exclusion of any of the Customer’s terms and conditions of purchase, which the Vendor does not accept. Any exception to these general terms and conditions shall be agreed to by the Vendor in writing.

The Vendor reserves the right to change these terms and conditions at any time. Therefore, prior to every order, it is up to the Customer to verify the applicable general terms and conditions, which are continuously available on the www.lunginnov.com site.

The www.lunginnov.com site is reserved exclusively for professionals acting to fill their needs of their own business, with the intention of using the Products themselves and not reselling them.

The fact that the Vendor might not impose these general terms and conditions at a particular time shall not be deemed a waiver of its rights with respect thereto, or a renunciation thereof.

Article 2 – Products

The Products marketed by the Vendor are those that appear on the www.lunginnov.com site. Their essential characteristics are described thereon. For any other specific information, the Customer shall contact the Vendor.  It is up to the buyer to verify that the Products are indeed suitable for the purposes for which it intends to use them.

Prior to any employment of the Products, the Customer must have carefully read the instructions for their use and any other information enclosed with the Products or appearing on their packaging (use instructions and recommendations), and must have verified that the Products indeed correspond to its needs and comply with the regulations in which they will be used, if it is a country other than France. The Customer alone is responsible for these verifications and, consequently, shall not pursue the vendor’s liability in that regard.

For further information, the Customer may contact the customer relations department by calling +33 (0)3 20 87 72 11 (Monday through Friday, 10 a.m. to 5 p.m.) or by email via the « Contact us » rubric of the site.

Article 3 – Offers

The Vendor’s offers are valid only if they are established on Lunginnov’s letterhead and signed by a person authorised for that purpose, for the period specified therein, or, in the absence of specification in that regard, for a period of 3 months from the date they are issued.

Upon the expiration date, the offers automatically become null and void, and are not subject to tacit renewal.

The Vendor reserves the option of conditioning its offer on the Customer’s presentation of adequate business, insurance and solvency documentation.

Article 4 – Orders

The product offers and prices in effect are those that are clearly stated on the site, provided that the Products concerned are in stock.

All orders must be placed in writing, and transmitted :

-    by letter to Lunginnov SAS, Campus de l’Institut Pasteur de Lille, 1 rue du Professeur Calmette, 59000 Lille, France ;

-    by fax : (+33) 3 20 87 78 84 ;

-    by email : This email address is being protected from spambots. You need JavaScript enabled to view it. ;

-    on the internet site: www.lunginnov.com.

For a first order by internet, the Customer must create an account via the form available under the site’s « Create an account » rubric. To that end, the Customer must provide all of its business identification data.

The Customer must also choose a password that will remain strictly personal, which it must enter for each order.

The Customer commits to keep this password strictly confidential, and is prohibited from transmitting it to employees who are not authorised to place orders, or to third parties. Therefore, any person who uses the Customer’s account is deemed to validly act on its behalf. Hence, the Vendor shall not be held liable for use of the password by a third party or an unauthorised person.

To place an order, the Customer must :

-    select the Products that it desires,

-    specify the quantity that it desires,

-    click on the «Add to the basket» link,

-    click on « Order ».

The order shall be followed by a statement specifying the Product (s) selected by the Customer.

After having verified the Products and quantities it has selected, or, if applicable, after having changed its order, the Customer must again confirm its order by clicking on the « Confirm» button.

Upon confirmation, the order becomes firm and definitive on the part of the Customer. It is automatically registered. The Vendors sends an acknowledgment of receipt by email to the address given by the Customer. In that regard, the Customer commits to provide current, complete and accurate information, and to keep it current. 

 

In the event that the Products ordered by the Customer are unavailable, the Vendor shall so advise it by postal letter or email as promptly as possible, and no later than 8 days after having acknowledged receipt of the order. Then, the Customer shall be able to order another Product or to request a refund of the price paid.

Orders are kept in Lunginnov’s files for five years, and shall serve as proof in the event of dispute. The Customer may also consult its orders at any time for a period of one year in the «My account » space.

The Vendor reserves the option of not following through on all or any part of an order placed by a Customer that is in difficulty (such as previous default of payment or payment refused by banking centres, etc.), and shall inform the Customer as rapidly as possible by any means.

Article 5 – Prices

The prices of Products are determined by the tariff applicable on the date of the order. The prices posted on the www.lunginnov.com site are in euros (€). They do not include taxes, shipment and delivery costs, or the costs related to processing or packaging of the order. The posted prices cannot be subject to any reduction.

In all cases, the Vendor reserves the right to change its prices and delivery costs at any time; however, the Products shall be billed on the basis of the tariffs applicable upon recording of the order.

Article 6 – Payment

The invoices are sent to the billing address indicated by the Customer in the purchase order.

The invoices are payable to the Vendor’s registered office within 30 days of the date of the invoice. No discount shall be granted for early payment.

The payment of purchases shall be made in euros :

 

by bank transfer or cheque :

using the bank reference numbers written on the commercial invoice

Any sum that remains unpaid on the due date shall have the following consequences :

•    without the need for a reminder, default interest calculated at the rate applied by the European Central Bank to its most recent refinancing operation plus 10 points, charged per month until the payment is effectively collected ;

•    a penalty, in addition to default interest, of a fixed sum equal to 15% of the total of overdue sums ;

•    immediate payability of all of the invoices that have not yet fallen due ;

•    suspension or cancellation, at the Vendor’s choice, of any current order.

Article 7 – Delivery time

The average delivery time for available products is 3 days, with the maximum time being 7 days.

The delivery time commences to run 8 days after the Vendor acknowledges receipt of the order, unless it indicates that it is not able to process the order within that time.

However, the agreed time shall be extended in the event of force majeure. By dispensation with respect to article 1148 of the Civil Code, any event that prevents the Vendor from normally performing its obligations, such as total or partial work stoppages of the Vendor’s employees or those of one of its suppliers, subcontractors or carriers due to strikes, lockouts, occupational injuries, fires, floods, manufacturing accident, breakdown of machines and tools, shortage of raw materials, import or export prohibitions or

embargos, refusal, diminution or withdrawal of import or export licenses, epidemics, or pandemics, constitutes a case of force majeure

Article 8 – Delivery

Delivery is made exclusively to the delivery address indicated by the Customer.

The Products travel at the Customer’s risk and peril, and are insured only upon the Customer’s express instruction and at its expense.

It is the Customer’s responsibility to verify in the presence of the carrier that the delivered Products are in proper condition. The Customer must ensure conformity of the Products within 8 days of delivery. In the absence of a complaint sent by registered letter within that time, the Customer is deemed to have accepted the Products pursuant to the order.

In the event of lost or damaged products, the Customer shall :

-    express clear, significant, specific and complete reservations on the shipment documents ;

-    confirm said reservations to the carrier by registered letter within 3 days of its complaint, and also send a copy thereof to the Vendor by registered letter.

If the Customer fails to comply with this provision, it shall be liable with respect thereto.

Article 9 – Reservation of ownership

Products that are sold remain the Vendor’s property in their entirety until full and effective payment of all sums owed by the Customer in principal, costs and ancillary expenses.

A failure to pay any of the amounts owed to the Vendor within the agreed time may entail an immediate claim on all or any part of the Products up to the amounts owed, whether they are past due or are still to fall due.

This reservation of ownership does not obviate transfer to the Customer, upon the Products’ departure from the Vendor’s warehouse, of risks of loss or damage of sold Products and of damage that they may cause.

The Customer shall take all necessary steps to assure acceptance, maintenance, storage and perfect preservation of the Products, notwithstanding this reservation of ownership.

The Customer commits to refrain from consuming or using Products that it has not fully paid for. If the Customer has reason to resell them to third parties in the normal course of its business, it shall inform the subpurchaser of the existence of this provision, and shall assign to Lunginnov the rights it holds on the subpurchaser up to the sums owed.

The Customer shall neither pledge the Products nor use them in any other manner as a security.

The Customer shall immediately advise the Vendor of any measure that might put in question the latter’s proprietary right in the Products, including a possible seizure thereof. The Customer is responsible for all of the costs the Vendor may incur in opposing such a seizure.

Article 10 – Warranty

The Vendor guarantees that the Products conform to their description on the site, and to the rules defined by French law. The Vendor’s warranty is limited to replacement, at their value, of Products that the Vendor deems defective, to the exclusion of any other damage, and does not cover consequential and indirect losses.

The warranty applies only :

-    after the Vendor has verified and acknowledged the defects alleged by the Customer ;

-    if the Customer complies with the conditions of use stipulated in the technical sheet or the use instructions.

In general, the warranty cannot be exercised for damage due to improper use, negligence, incorrect handling or installation, transformation of products, or improper storage.

Article 11 – Computerized data processing and individual rights

Personnal data

As a merchant site, www.lunginnov.com collects a certain number of data necessary for the processing of orders. Lunginnov processes all of these data with strict confidentiality. The automated processing of nominative data on the www.lunginnov.com site has been declared to the National Commission for Computerized Data Processing and Individual Rights (known in French as “CNIL”) under number 1420935. These data are stored on a secured server and are not transmitted to third parties. Pursuant to the Act regarding Computerized Data Processing and Individual Rights of 6 January 1978, the Customer has the right to access, modify, rectify and delete its own data. To exercise said rights, the Customer simply goes to its account on the www.lunginnov.com site with its identifier and password.

Cookies

The act of connecting to an internet server sends to the browser a certain number of data that are stored on the hard disk of the Customer’s computer.

Softwares that permit collection of said data are called "cookies". A cookie does not enable identification of the Customer. However, it records data regarding the browsing of its computer on the site (pages consulted, date and hour of consultation, etc …), which the Vendor may read during subsequent visits.

These data are stored in the Customer’s computer for a period of 180 days.

If it so desires, the Customer may modify its browser to refuse cookies.

This process does not prevent connection to the www.lunginnov.com site; however, it may delay the time for loading pages, and will require a systematic identification of the Customer when it connects to the www.lunginnov.com site by transmitting information it has given at the opening of its account.

Article 12 – Modification and interruption of access to the site

The Vendor reserves the right to temporarily interrupt access to all or any part of the site at any time for technical reasons, for changes in contractual terms and conditions, or to bring the site into conformity with the legal and regulatory provisions, without the need to inform the Customer beforehand.

Article 13 – Applicable language and law, jurisdiction

All matters related to this contract are subject exclusively to French law.

In the event of disputes regarding construction or performance of this contract, sales concluded by Lunginnov, or termination of relationships between the parties, they commit to consult with each other in an attempt to resolve such disputes by amicable means.

With respect thereto, a meeting shall take place at the initiative of either party at Lunginnov’s registered office within three weeks after notice by registered letter.

If they still disagree at the conclusion of this first meeting, the parties commit to extend every effort to meet again within the following month and to resolve the matter to their mutual satisfaction within that period of time.

If they continue to disagree or are unavailable for a second meeting, the parties attribute jurisdiction exclusively to the Court located in the area of Lunginnov’s registered office, which shall apply French law to the exclusion of the provisions of the Vienna Convention of 11 April 1980 regarding international sale of goods.